Exhibit








EXHIBIT 10.27


THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 14, 2015 (the “Agreement”) is entered into among Joy Global Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders party hereto and Bank of America, N.A., as Administrative Agent.  All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).


RECITALS


WHEREAS, the Borrower, the Guarantors, the Lenders, Bank of America, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer and JPMorgan Chase Bank, N.A., as a Swing Line Lender and an L/C Issuer have entered into that certain Second Amended and Restated Credit Agreement dated as of July 29, 2014 (as amended or modified from time to time, the “Credit Agreement”);


WHEREAS, the Borrower has requested that the Lenders agree to amend the Credit Agreement as described below;


NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1.Amendments.   The Credit Agreement is hereby amended as follows:


(a)    The following definitions are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:


“Covenant Relief Period” means the period from and including the Third Amendment Effective Date through and including the earlier of (a) April 27, 2018, and (b) the date upon which the Borrower elects in its sole discretion to terminate such period by providing written notice to the Administrative Agent. 


“Letter of Credit Sublimit” means an amount equal to $500,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.


“Third Amendment Effective Date” means December 14, 2015.


(b)    The last sentence in the definition of “Aggregate Revolving Commitments” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


The amount of the Aggregate Revolving Commitments in effect on the Third Amendment Effective Date is EIGHT HUNDRED AND FIFTY MILLION DOLLARS ($850,000,000.00).


(c)    In the definition of “Consolidated EBITDA” in Section 1.01 of the Credit Agreement, the following new clause (vi) is hereby added immediately following clause (v) and prior to the word “minus”:


and (vi) cash restructuring charges in an aggregate amount not to exceed $40,000,000 in any fiscal year 


(d)    The proviso in the definition of “Eurodollar Rate” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:











; provided that, (x) to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice for LIBOR based loans; provided further that, to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent and (y) if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.


(e)    Clause (e) of the definition of “Funded Indebtedness” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);


(f)    The first sentence in Section 2.03 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Restatement Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit; provided further that the availability of the Aggregate Revolving Commitments at any time for the issuance of Letters of Credit shall be reduced by the amount of the Alternative Currency Reserve.


(g)    Clause (iii) of Section 2.06 is hereby amended and restated in its entirety to read as follows:


(iii) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess.  


(h)    Section 8.02 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


8.02    Priority Debt.
Permit the aggregate amount of all Priority Debt at any one time outstanding to exceed twenty percent (20%) of Consolidated Net Worth; provided that, notwithstanding the foregoing, at all times during the Covenant Relief Period, the aggregate amount of Priority Debt at any one time outstanding shall not be permitted to exceed ten percent (10%) of Consolidated Net Worth.
(i)    Section 8.05(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(c)    the Borrower may declare and make unlimited Restricted Payments if, immediately before and after giving effect thereto, (i) no Default shall have occurred and be continuing and (ii) the Borrower is in compliance with the financial covenants set forth in Section 8.09 on a Pro Forma Basis; provided that, notwithstanding the foregoing, during the Covenant Relief Period, the Borrower may 









only declare and make Restricted Payments in the form of cash dividends on the Borrower’s common stock in an aggregate amount not to exceed $25,000,000 in any fiscal year so long as immediately before and after giving effect thereto, the conditions in clauses (i) and (ii) above are satisfied.
(j)    Section 8.09(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
(a)    Consolidated Leverage Ratio.  During the Covenant Relief Period, permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater than the ratio set forth below for such fiscal quarter:  
	
		
	Fiscal Quarter 
	Maximum Consolidated Leverage Ratio

	January 29, 2016
	3.0 to 1.0

	April 29, 2016
	3.50 to 1.0

	July 29, 2016
	4.25 to 1.0

	October 28, 2016
	4.50 to 1.0

	January 27, 2017
	4.50 to 1.0

	April 28, 2017
	4.50 to 1.0

	July 28, 2017
	4.25 to 1.0

	October 27, 2017
	4.0 to 1.0

	January 26, 2018
	3.50 to 1.0

	April 27, 2018
	3.0 to 1.0






; provided, however, if the Borrower has terminated the Covenant Relief Period, then in lieu of the foregoing, the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower ending on or after the effective date of the termination of the Covenant Relief Period shall not be permitted to be greater than 3.0 to 1.0.
(k)    In Section 11.01 of the Credit Agreement, in the proviso following clause (d), clause (i) of such proviso is amended and restated in its entirety to read as follows:
(i) the Administrative Agent Fee Letter and any Issuer Document may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto,
(l)    The second sentence in Section 11.10 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or any L/C Issuer, or related to any L/C Issuer’s Letter of Credit commitment hereunder, constitute the entire contract among the parties relating to the subject matter hereof, supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.
(m)    Schedule 2.01 of the Credit Agreement is hereby amended and restated in its entirety to read as provided on Schedule 2.01 attached hereto.
(n)    Schedule 11.02 of the Credit Agreement is hereby amended and restated in its entirety to read as provided on Schedule 11.02 attached hereto. 









2.    Condition Precedent.  This Agreement shall be effective upon satisfaction of the following conditions precedent:


(a)    receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Borrower, the Guarantors, the Required Lenders and the Administrative Agent; and


(b)    receipt by the Administrative Agent of any fees required to be paid on or before the Third Amendment Effective Date.


3.    Expenses.  The Borrower agrees to pay all reasonable out-of-pocket fees, charges and disbursements of the Administrative Agent’s counsel to the extent provided in Section 11.04(a) of the Credit Agreement. 


4.    Miscellaneous.


(a)    The Credit Agreement, and the obligations of the Loan Parties thereunder and under the other Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms.  This Agreement shall constitute a Loan Document.


(b)    Each Guarantor (i) acknowledges and consents to all of the terms and conditions of this Agreement, (ii) affirms all of its obligations under the Loan Documents and (iii) agrees that this Agreement and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the Loan Documents.


(c)    The Borrower and the Guarantors hereby represent and warrant as follows:
(i)    Each Loan Party has taken all necessary action to authorize the execution, delivery and performance of this Agreement.
(ii)    This Agreement has been duly executed and delivered by the Loan Parties and constitutes each of the Loan Parties’ legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
(iii)    No consent, approval, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by any Loan Party of this Agreement.
(d)    The Loan Parties represent and warrant to the Lenders that (i) the representations and warranties of the Loan Parties set forth in Article VI of the Credit Agreement and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate solely to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date and (ii) no event has occurred and is continuing which constitutes a Default or an Event of Default.


(e)    This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Delivery of an executed counterpart of this Agreement by telecopy or other electronic transmission shall be effective as an original and shall constitute a representation that an executed original shall be delivered.











(f)    THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


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Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.


BORROWER:                JOY GLOBAL INC.,
a Delaware corporation


By:    ____________________________


Name:    Barbara G. Bolens        
Title:    Vice President and Treasurer




GUARANTORS:            JOY GLOBAL UNDERGROUND MINING LLC,
a Delaware limited liability company


By:    ____________________________                    
Name:    Kenneth J. Stark
Title:    Treasurer


JOY GLOBAL SURFACE MINING INC.,
a Delaware corporation


By:    ____________________________                    
Name:    Kenneth J. Stark
Title:    Treasurer


N.E.S. INVESTMENT CO.,
a Delaware corporation


By:    ____________________________                    
Name:    Kenneth J. Stark
Title:    Treasurer


JOY GLOBAL CONVEYORS INC.,
a Delaware corporation


By:    ____________________________                    
Name:
Kenneth J. Stark
Title:    Treasurer


JOY GLOBAL LONGVIEW OPERATIONS LLC,
a Texas limited liability company


By:    ____________________________                    
Name:
Kenneth J. Stark
Title:    Treasurer











ADMINISTRATIVE
AGENT:            BANK OF AMERICA, N.A.,
as Administrative Agent


By:    ____________________________                    
Name:
Title:




LENDERS:            BANK OF AMERICA, N.A.,
as a Lender and an L/C Issuer


By:    ____________________________                    
Name:
Title:


JPMORGAN CHASE BANK, N.A.,
as a Lender and an L/C Issuer


By:    ____________________________                    
Name:
Title:


MIZUHO BANK LTD., 
as a Lender


By:    ____________________________                    
Name:
Title:


WELLS FARGO BANK, NATIONAL ASSOCIATION, 
as a Lender


By:    ____________________________                    
Name:
Title:


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., 
as a Lender


By:    ____________________________                    
Name:
Title:


CITIZENS BANK, N.A., 
as a Lender


By:    ____________________________                    
Name:
Title:


PNC BANK, NATIONAL ASSOCIATION, 
as a Lender











By:    ____________________________                    
Name:
Title:


GOLDMAN SACHS BANK USA, 
as a Lender


By:    ____________________________                    
Name:
Title:


THE NORTHERN TRUST COMPANY, 
as a Lender


By:    ____________________________                    
Name:
Title:


BMO HARRIS BANK, N.A.


By:    ____________________________                    
Name:
Title:


DEUTSCHE BANK AG NEW YORK BRANCH


By:    ____________________________                    
Name:
Title:


MIZUHO BANK (USA)


By:    ____________________________                    
Name:
Title:















SCHEDULE 2.01




	
			
	Lender
	Revolving Commitment
	Applicable Percentage of Aggregate Revolving Commitments

	Bank of America, N.A.
	$110,500,000.00
	13.000000000%

	JPMorgan Chase Bank, N.A.
	$110,500,000.00
	13.000000000%

	Mizuho Bank Ltd.
	$110,500,000.00
	13.000000000%

	Wells Fargo Bank, N.A.
	$97,750,000.00
	11.500000000%

	The Bank of Tokyo Mitsubishi UFJ, Ltd.
	$97,750,000.00
	11.500000000%

	Goldman Sachs Bank USA
	$76,500,000.00
	9.000000000%

	Citizens Bank, N.A.
	$72,250,000.00
	8.500000000%

	PNC Bank, National Association
	$59,500,000.00
	7.000000000%

	BMO Harris Bank, N.A.
	$42,500,000.00
	5.000000000%

	The Northern Trust Company
	$38,250,000.00
	4.500000000%

	Deutsche Bank AG New York Branch
	$34,000,000.00
	4.000000000%

	TOTAL
	$850,000,000.00
	100.000000000%

















SCHEDULE 11.02


CERTAIN ADDRESSES FOR NOTICES


1.    Address for all Loan Parties:


Joy Global Inc.
100 East Wisconsin Avenue
Suite 2780
Milwaukee, WI 53202
Attention:         Sean D. Major, Executive Vice President, General Counsel and Secretary
Telephone:          414-319-8518
Telecopier:          414-319-8510
Electronic Mail:        smajor@joyglobal.com


With a copy to:


Joy Global Inc.
Treasury Department
135 South 84th Street, Suite 300
Milwaukee, WI  53214
Attention:        Treasurer
Telephone:        414-670-5972
Telecopier:        414-670-7201


2.    Address for Administrative Agent:


For payments and Requests for Credit Extensions:


Bank of America, N.A.
901 Main Street
Mail Code:  TX1-492-14-11
Dallas, TX  75202-3714
    
Attention:          Jacqueline Jones
Telephone:        972-338-3765
Telecopier:        214-290-9439


Account No.:        129-2000-883
Ref:              Joy Global Inc.
ABA#:            026009593


For all other Notices as Agent:
    
Bank of America, N.A.
Agency Management
135 S LaSalle St
Mail Code:  IL4-135-09-61
Chicago, IL 60603
    
Attention:         Angela Larkin
Telephone:        312-828-3882
Telecopier:        2877-206-8409
Electronic Mail:        angela.larkin@baml.com











For Notices as Lender:


Bank of America, N.A.
540 W Madison
Mail Code:  IL4-540-23-09
Chicago, IL 60661


Attention:        Chris Wozniak
Telephone:                  312-828-8340
Electronic Mail:                 christopher.m.wozniak@baml.com




2.    Address for L/C Issuer:
    
Bank of America. N.A.
Trade Operations
333 South Hope Street
14th Floor, CA9-193-14-53
Los Angeles, CA  90071


Attention:        Tai Anh Lu
Telephone:              213-345-2517
Telecopier:              888-277-5577
Electronic Mail:      tai_anh.lu@baml.com


JPMorgan Chase Bank, N.A.
10 S. Dearborn
Chicago, IL 60603
    
Attention:         Abhishek Singh
Telephone:         312-732-9636
Facsimile:         312-385-7107
Electronic Mail:     Abhishek.k1.singh@chase.com


3.    Address for Swing Line Lender


Bank of America, N.A.
901 Main Street
Mail Code:  TX1-492-14-11
Dallas, TX  75202-3714
    
Attention:          Jacqueline Jones
Telephone:        972-338-3765
Telecopier:        214-290-9439
    
Account No.:           129-2000-883
Ref:              Joy Global Inc.
ABA#:              026009593


JPMorgan Chase Bank, N.A.
10 S. Dearborn, 7th Floor
Chicago, IL 60603
    
Telephone:         312-385-7072









Facsimile:         312-256-2608
Electronic Mail:     cls.chicago.non.agented.servicing@chase.com


Account No.:           9008113381C3577
Attention:         Non-Agent Servicing Team
ABA#:              021000021